Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 17, 2018
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware
  
1-8207
  
95-3261426
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
  __________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




 
Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company's 2018 Annual Meeting of Shareholders was held on May 17, 2018. Below are the final vote results from the meeting.
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Gerard J. Arpey
802,481,108
 
8,741,116
 
1,270,577
 
199,503,637
Ari Bousbib
800,662,384
 
10,540,793
 
1,289,624
 
199,503,637
Jeffery H. Boyd
806,783,607
 
4,402,153
 
1,307,041
 
199,503,637
Gregory D. Brenneman
793,372,810
 
16,923,783
 
2,196,208
 
199,503,637
J. Frank Brown
808,375,050
 
2,810,935
 
1,306,816
 
199,503,637
Albert P. Carey
800,290,009
 
10,960,712
 
1,242,080
 
199,503,637
Armando Codina
785,713,380
 
20,130,978
 
6,648,443
 
199,503,637
Helena B. Foulkes
807,233,848
 
4,094,336
 
1,164,617
 
199,503,637
Linda R. Gooden
801,918,287
 
9,425,353
 
1,149,161
 
199,503,637
Wayne M. Hewett
808,535,965
 
2,685,099
 
1,271,737
 
199,503,637
Stephanie C. Linnartz
808,891,109
 
2,434,342
 
1,167,350
 
199,503,637
Craig A. Menear
779,286,699
 
27,148,964
 
6,057,138
 
199,503,637
Mark Vadon
808,837,017
 
2,359,027
 
1,296,757
 
199,503,637
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2018 was ratified.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
988,501,179
 
21,045,906
 
2,449,353
 
N/A
Proposal 3: An advisory vote on executive compensation ("Say-on-Pay") was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
787,144,627
 
21,721,390
 
3,626,784
 
199,503,637
Proposal 4: A shareholder proposal regarding the preparation of a semi-annual report on political contributions was not properly presented at the meeting, as neither the shareholder proponent nor a qualified representative of the proponent attended to present the proposal.
Proposal 5: A shareholder proposal regarding EEO-1 disclosure was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
369,511,832
 
396,092,478
 
46,888,491
 
199,503,637
Proposal 6: A shareholder proposal to reduce the threshold for calling special shareholder meetings was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
356,123,283
 
452,979,321
 
3,390,197
 
199,503,637
Proposal 7: A shareholder proposal regarding amendment of the Company's compensation clawback policy was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
351,797,605
 
456,491,045
 
4,204,151
 
199,503,637

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
THE HOME DEPOT, INC.
 
 
 
 
By:
  /s/ Teresa Wynn Roseborough
 
Name:
Teresa Wynn Roseborough
     
Title:
Executive Vice President, General Counsel & Corporate Secretary
Date: May 23, 2018


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